"Software" means all the software items supplied in this package including programs, dictionaries, indexes, data files, help files, tutorial and sample programs, files, databases, forms and reports.
"Validation Codes" are those codes or keys supplied to the Customer on purchase of a license for the Software. The Validation Codes confirm the Software as licensed and register the Software with the name of the Customer.
Whisper Technology Limited ("Whisper Technology") is the owner of the copyright and other rights in the Software and is, accordingly, the licensor of the Software.
"Customer" is the person acquiring the Software and is, accordingly, the licensee in respect of it.
License Agreement
Prior to payment of the applicable license fees, Whisper Technology permits the Customer to use the unregistered Software for the sole purpose of evaluating whether to purchase a license for the Software. This evaluation period is limited to a maximum period of 30 days after which the Customer should delete all copies of the Software or purchase a license for the Software.
Subject to payment of the applicable license fees, Whisper Technology grants the Customer a non-exclusive, non-transferable license to use the Software. On purchase of a license for the Software, Whisper Technology will supply Validation Codes to confirm the Software as licensed and to register the Software with the Customer's name.
The Software may be used on a single computer, or on a network provided that each person who uses the Software through the network has a copy of the Software licensed to him or her.
Where the Customer uses a computer at work and a separate computer at home then the Customer may also use the Software on the second computer so long as only one copy is used at a time.
The Software may be copied for back-up or archival purposes provided that any copies of the Software are clearly labelled as such and include a prominent notice to the effect that Whisper Technology is the copyright owner.
The Customer may freely copy the Software, only in its original distribution format and without modification, to others for their evaluation purposes. In no circumstances may the Customer charge, or request donations, for any such copies.
In no circumstances may the Customer copy or in any other way provide any Validation Codes supplied to the Customer by Whisper Technology to any other person.
The Customer shall take all reasonable precautions and measures to protect the Software and Validation Codes from unauthorised use, access, copying, modification, reproduction, distribution or publication.
No title to, or ownership of the Software is transferred to the Customer.
Prohibited Uses
The Customer may not make copies of the Software and Validation Codes except as provided above.
The Customer may not rent, lease, lend, share, license or transfer the Software.
The Customer may not decompile, disassemble, reverse engineer, or otherwise modify the Software, save as provided for under local law.
Embedded Distribution License (where purchased)
Only where Customer also purchases an "Embedded Distribution" License, the Customer may, without additional payment to Whisper Technology, additionally distribute the Software to third parties only together with compiled programs sold to the third party by the Customer. Use of the Software by the third party is solely limited to use with these Customers compiled programs as supplied and as documented to the third party by the Customer. Any other use of the Software by the third party, such as use with other programs, files or databases is prohibited.
Customer shall provide the third party with all documentation and support required to use the Software supplied under an Embedded Distribution License.
The Customer may not supply any Validation Codes to the third parties other than the Validation Code supplied to the Customer specifically for distribution to the third parties. This Validation Code will name the Licensee as the Customer and will contain the phrase "Embedded License".
The Customer must include a notice with any copies of the Customer's compiled programs and the Software setting out the restrictions on use of the Software as outlined above. The notice should also make clear that all support for the Software licensed under an Embedded Distribution License is through the Customer, and that in no circumstances can Whisper Technology provide any support directly to the third party. . The notice should clearly inform the third party that any other use of the Software, or direct support from Whisper Technology, would require the third party to purchase their own license for the Software.
The notice must also set out that the copyright in the compiled programs (and associated databases, files, forms and reports) belongs to the Customer and copyright in the Software belongs to Whisper Technology and that the Software may not be copied, decompiled, disassembled, reverse engineered, or otherwise modified.
The notice must also set out that Whisper Technology has not written the Customer's compiled programs (and associated databases, files, forms and reports) and accepts no responsibility for any of the programs or other software items delivered by the Customer.
The Customer must make clear to the third party the features in the Customer's software provided by use of the Software.
The Customer is entirely responsible for the quality and fitness for purpose of any software distributed to third parties containing programs compiled by the Customer using the Software.
The Customer shall save harmless and indemnify Whisper Technology against claims from third parties.
Termination
The Customer may terminate this agreement at any time by permanently deleting or destroying all copies of the Software and sending written confirmation of this to Whisper Technology.
Whisper Technology may terminate this agreement at any time following a breach of this agreement and/or infringement of Whisper Technology 's copyright.
Warranty
Whisper Technology warrants that the Software, when correctly installed, will perform in substantial accordance with the documentation provided for a period of 90 days after licensing of the Software. Whisper Technology does not warrant that the operation of the Software will be uninterrupted or error free.
Whisper Technology's sole liability under any breach of this Warranty is to replace a defective copy of the Software or to refund the license fee paid for the Software.
Liability
The Customer is entirely responsible for determining the suitability of the Software for his/her purposes and for the use that he/she makes of the Software.
Whisper Technology are not liable for any loss or direct, indirect, special or consequential damages arising from the use of the Software, however caused, save that provided for under local law.
Entire Agreement
This agreement represents the entire agreement between Whisper Technology and the Customer and supersedes all previous agreements or representations whether written or oral.
